Templewater Limited, Ascendal Group Limited and Hans Energy Company Limited (SEHK:554) entered into an agreement to acquire NWS Transport Services Limited from NWS Holdings Limited (SEHK:659) for HKD 3.2 billion on August 21, 2020. Under the terms, the consideration of HKD 2.49 billion will be paid on completion and the remaining consideration of HKD 710 million will be paid in three instalment payments, namely HKD 355 million, HKD 16 million and HKD 195 million on n the third, fifth and sixth anniversary of the completion date respectively. Upon Completion, NWS Holdings will cease to have any equity interest in the target group and Templewater Limited, Hans Energy Company Limited (SEHK:554) and Ascendal Group Limited will hold 90.8%, 8.6% and 0.6% stake respectively. This transaction will be funded with a loan. As on December 31, 2019, NWS Transport Services reported net asset value of approximately HKD 4.2 billion. The Board of holding company of target will comprise seven directors, with Templewater Limited, Hans Energy Company and Ascendal Group being entitled to nominate five, one and one directors, respectively.

This transaction is conditional upon the giving of notice in writing to the relevant government authority in Hong Kong, counterparties of certain specified contracts of target confirming that they agree not to terminate the relevant contracts or not having raised any objection or the change of control would not trigger a termination event under such contracts. Completion shall take place on the seventh (7th) Business Day after the date on which the last of the conditions precedent is satisfied or waived on or before the long stop date, which is December 31, 2020. The net proceeds will be applied towards the general working capital requirements of NWS Holdings. HSBC Holdings plc (LSE:HSBA) acted as financial advisor to NWS Holdings Limited (SEHK:659). Virginia Lee, Ling Ho, Edith Leung, Vicky Ma, Anita Lam, Anthony Fay, Clara Tang, Jacqueline Landells and Weisiyu Jiang of Clifford Chance, Hong Kong acted as legal advisors to NWS Holdings Limited (SEHK:659). Christopher Bickley of Conyers acted as legal advisor to Templewater, Hans Energy and Ascendal Group. ReedSmith Richards Butler also advised in the deal.

Templewater Limited, Ascendal Group Limited and Hans Energy Company Limited (SEHK:554) completed the acquisition of NWS Transport Services Limited from NWS Holdings Limited (SEHK:659) in October 2020.